(a) A plan providing for the distribution of assets, not inconsistent with the provisions of this chapter, may be adopted by a corporation in the process of dissolution and shall be adopted by a corporation for the purpose of authorizing a transfer or conveyance of assets for which this chapter requires a plan of distribution, in the manner set out in this section. (b) If there are members entitled to vote, the board of directors shall adopt a resolution recommending a plan of distribution and directing the submission to a vote at a meeting of members entitled to vote, which may be either an annual or a special meeting. Written notice setting out the proposed plan of distribution or a summary shall be given to each member entitled to vote at the meeting, within the time and in the manner provided in this chapter for giving notice of meetings of members. The plan of distribution shall be adopted upon receiving at least two-thirds of the votes which members present at the meeting or represented by proxy are entitled to cast. (c) If there are no members, or no members entitled to vote, a plan of distribution shall be adopted at a meeting of the board of directors upon receiving a vote of a majority of the directors in office. (d) A plan of distribution shall be immediately filed with the commissioner. The plan of distribution must state the number of members and the number of directors voting for and against it.
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